DEF 14A of TD Synnex Corp, Feb 13, 2026

DEF 14A of TD Synnex Corp

Filed Feb 13, 2026 · FY20250001628280-26-007901

Open on EDGAR

  1. Directors and Nominees

    Directors and Nominees Our Amended and Restated Bylaws (the “Bylaws”) currently provide that the number of directors which shall constitute the whole Board shall be fixed from time to time by the Board or our stockholders. We currently have ten directors. The Board has fixed the number of directors to constitute the whole Board upon the time of the Annual Meeting at ten. The Nominating and Corporate Governance Committee of the Board has nominated, and the Board has designated, the ten persons set forth below for election at the Annual Meeting, each for a one-year term or until their successors are duly elected and qualified. All of the nominees were elected for their current term at our 2025 Annual Meeting. The proxies given to the proxy holders will be voted as directed and, if no direction is given, will be voted FOR the ten nominees. The Board knows of no reason why any of these nominees should be unable or unwilling to serve. However, if for any reason any nominee should be unable or unwilling to serve, the proxies will be voted for any nominee designated by the Board to fill the vacancy. Pursuant to the New York Stock Exchange (“NYSE”) listing standards, a majority of the members serving on the Board must be independent directors. The Board has determined that Ann Vezina, Kathleen Crusco, Ting Herh, Kenneth Lamneck, Nayaki Nayyar, Claude Pumilia, and Merline Saintil have no material relationship with us and that each of these director nominees is independent. Certain additional information with respect to each nominee appears on the following pages, including their age (as of February 13, 2026), position (if any) with TD SYNNEX, business experience during at least the past five years, and directorships of other publicly-traded corporations. Each nominee’s biographical information includes a description of the nominee’s experience, qualifications, attributes or skills that qualify the nominee to serve on the Board at this time.

  2. Directors and Nominees

    | Ann Vezina Chair of the Board Age: 62 Director since: 2017 Chair since: 2023 Board Committees: Audit | Background and Experience •Has served as Chair of the Board since September 2023, as Lead Independent Director from September 2021 to August 2023, and as a member of the Board since February 2017. •Corporate Vice President, Human Resources for Xerox Business Services, LLC (July 2013 - August 2015). •Corporate Vice President and Chief Operations Officer for Xerox Business Services, LLC, a workplace solutions and document management company (February 2010 - July 2013). •Previously served as Executive Vice President and Group President, Commercial Solutions for Affiliated Computer Services, Inc. (“ACS”), an IT service company, before the acquisition of ACS by Xerox Holdings Corporation (Nasdaq: XRX), a workplace solutions and document management company, in 2010. •Began her career with Electronic Data Systems Corporation, an information technology equipment and services company, taking on roles of increasing responsibility during her 18 years there. •Bachelor of Science degree in Business Administration from Central Michigan University. Other Current Public Company Directorships •Concentrix Corporation (Nasdaq: CNXC), a business services company (since December 2020) ◦Committees: Nominating and Governance Committee (Chair), Compensation Committee, Executive Committee Former Public Company Directorships •None Reasons for Nomination to Our Board As an executive with over 30 years of experience in the global business process outsourcing industry, and most recently in a human resources role, we believe that Ms. Vezina contributes her leadership skills, large-scale personnel management background, and business experience to the Board. In addition, we believe that Ms. Vezina’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  3. Directors and Nominees

    | Patrick Zammit Director President and Chief Executive Officer Age: 59 Director since: 2024 Board Committees: None | Background and Experience •Has served as our President and Chief Executive Officer and member of our Board since September 2024. •In his Chief Executive Officer role, he is responsible for the strategic direction of the Company and oversees all aspects of its extensive global operations. •Served as our Chief Operating Officer from January 2024 until he became Chief Executive Officer in September 2024. As Chief Operating Officer, he coordinated the Company’s business strategy to drive profitable growth across all technologies, geographies, and vendors, and to accelerate the adoption of new, strategic technologies around the globe. Prior to that role, he served as the Company’s President, Europe and APJ, since the Company’s merger with Tech Data Corporation (“Tech Data”), where he had been President, Europe following Tech Data’s acquisition of Avnet Inc.’s (“Avnet”) Technology Solutions business in February 2017. •Employed for more than twenty years at Avnet, where he served in various management roles starting in 1993. During his tenure at Avnet, he served as Global President of the Avnet Technology Solutions division, serving on its executive board, and earlier as President, EMEA Electronic Marketing, and European Chief Financial Officer, among other roles. •Before joining Avnet, he was a Senior Consultant at Arthur Andersen. •Holds the French equivalent of a master’s degree in business administration from ESLSCA Business School. Other Current Public Company Directorships •None Former Public Company Directorships •None Reasons for Nomination to Our Board As our President and Chief Executive Officer, we believe that Mr. Zammit contributes his leadership skills, industry knowledge, technology background, and business experience to the Board. In addition, we believe that Mr. Zammit’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. We also believe it is important that our Chief Executive Officer serves on our Board. |

  4. Directors and Nominees

    | Kathleen Crusco Director Age: 60 Director since: 2023 Board Committees: Audit (Chair), Nominating and Corporate Governance | Background and Experience •Member of our Board since September 2023. •Currently serves as interim Chief Financial Officer at Bonterra, a software company focused on empowering those who drive social impact with case management, philanthropy, and relationship management technology solutions. •Chief Financial Officer of Kony, Inc., a cloud-based digital application and low-code platform solutions company (December 2017 - January 2020). •Executive Vice President, Chief Operating Officer and Chief Financial Officer at Epicor Software Corporation, a global enterprise resource planning software (“ERP”) company (May 2007 - November 2017). •VP Finance at Polycom, a global communications company (January 2002 - May 2007). •Experienced Chief Financial Officer and board member with a demonstrated history of working in the software and unified communications industries, including cloud-based enterprise software solutions, SaaS-based ERP software and cybersecurity software. •Named by Women Inc. as one of 2019 Most Influential Corporate Board Directors. •Currently serves on the board of one privately held software company. Other Current Public Company Directorships •Calix, Inc. (NYSE: CALX), platform (cloud, software, and systems) and managed services company (since September 2017) ◦Committees: Audit Committee (Chair), Strategic Committee Former Public Company Directorships •QAD, Inc. (formerly traded as NYSE: QADA, QADB), an ERP company (December 2019 - November 2021) •Duck Creek Technologies, Inc. (formerly traded as Nasdaq: DCT), an insurance software company (February 2020 - March 2023) •Poly, Inc. (formerly traded as NYSE: POLY), a communications technology company (August 2018 - August 2022) Reasons for Nomination to Our Board As a current executive officer at Bonterra and a former executive officer of Kony, Inc. and Epicor Software Corporation, we believe that Ms. Crusco contributes her leadership skills, business experience, and financial expertise to the Board. In addition, we believe that Ms. Crusco’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  5. Directors and Nominees

    | Ting Herh Director Age: 70 Director since: 2024 Board Committees: Audit, Compensation | Background and Experience •Member of our Board since March 2024. •Founder & Chair of Davicom Semiconductor, Inc. (“Davicom”) since 1996. He currently serves as its Board Chair. Davicom specializes in cost effective design, developing and marketing of networking communication ICs. •Senior Director at Compaq, Houston (1994 - 1996) where he was responsible for the communication products delivery for consumer PC and Enterprise System Divisions. •Prior to Compaq, he was a Head of Engineering in various engineering positions in Dial-up Division at Racal-Vadic (Sunnyvale/Milpitas, CA), Racal-Milgo/Racal-Datacom (Sunrise, FL) (1980 - 1994). •Bachelor of Science degree from National Chiao Tung University, Taiwan (1977). •Master of Science degree in Electrical Engineering and Computer Science, University of California, Berkeley (1980). •DBA degree, Victoria University, Switzerland (2005). •Elected as the Chairman of National Chiao Tung University Alumni Association (2019 - 2022). Other Current Public Company Directorships Non-U.S. •Davicom Semiconductor, Inc. (TPE: 3094), an IC design company (since September 1996), Board Chair ◦Committees: None •United Integrated Services Co. Ltd., (TPE: 2404), a multidisciplinary engineering and construction company, Independent Director (since June 2015) ◦Committees: Audit Committee, Compensation Committee (Chair) •MiTAC Holdings Corp. (TPE: 3706), a design and electronic manufacturing services company, Independent Director (since May 2022) ◦Committees: Audit Committee, Compensation Committee (Chair) Former Public Company Directorships •None Reasons for Nomination to Our Board Mr. Herh has been in the IT industry especially in the telecom/datacom and semiconductor field for over 45 years. His entrepreneurship, broad international business experience and technology background, plus understanding of electronic manufacturing and logistic processes contribute to the Board. In addition, we believe that his membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  6. Directors and Nominees

    | Richard Hume Director Age: 66 Director since: 2021 Board Committees: None | Background and Experience •Member of our Board since September 2021. •Served as our President and Chief Executive Officer from September 2021 until his retirement in September 2024. Immediately before that, he served as Chief Executive Officer and as a director of Tech Data, a distribution company specializing in IT products and services, since June 2018, and prior to that served as its Executive Vice President, Chief Operating Officer from March 2016. •Before joining Tech Data, Mr. Hume was with International Business Machines Corporation (NYSE: IBM), a technology corporation, for more than 30 years, most recently serving as General Manager and Chief Operating Officer, Global Technology Services. •Serves on the boards of directors of Novolex, a manufacturer of food, beverage, and specialty packaging, and the Pancreatic Cancer Action Network. •Bachelor of Science degree in Accounting, Pennsylvania State University. Other Current Public Company Directorships •The Allstate Corporation (NYSE: ALL), an insurance company (since June 2020), Lead Director (since November 21, 2025) ◦Committees: Compensation and Human Capital Committee, Executive Committee, Risk and Return Committee Former Public Company Directorships •None Reasons for Nomination to Our Board As our President and Chief Executive Officer from September 2021 until September 2024, and as a former executive officer of Tech Data, we believe that Mr. Hume contributes his leadership skills, industry knowledge, technology background, and business experience to the Board. In addition, we believe that Mr. Hume’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  7. Directors and Nominees

    | Kenneth Lamneck Director Age: 71 Director since: 2025 Board Committees: Nominating and Corporate Governance (Chair), Technology | Background and Experience •Member of our Board since April 2025. •Former President, Chief Executive Officer, and a Director of Insight Enterprises, Inc. (Nasdaq: NSIT), a global provider of information technology hardware, software and service solutions to businesses and public sector clients in over 190 countries (2010 - 2021). •Prior to Insight Enterprises, Inc., he was President, the Americas, at Tech Data, where he led operations in the United States, Canada and Latin America (2004 - 2009). •Held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business (1996 - 2003). •Following five years of service in the United States Army, he began his civilian career at IBM as an engineer. •Bachelor of Science, United States Military Academy at West Point. •Master of Business Administration, University of Texas at El Paso. Other Current Public Company Directorships •Benchmark Electronics, Inc. (NYSE: BHE), a provider of electronics manufacturing (EMS, ODM, and OEM) and design services (since June 2013) ◦Committees: Nominating, Sustainability, and Governance Committee (Chair), Human Capital and Compensation Committee •Fidelity National Information Services (NYSE: FIS), a financial services technology company (since March 2022) ◦Committees: Corporate Governance, Nominating and Sustainability Committee (Chair), Compensation Committee, Executive Committee Former Public Company Directorships •Insight Enterprises, Inc. (Nasdaq: NSIT), a solution provider company (January 2010 - December 2021) Reasons for Nomination to Our Board As an executive with wide-ranging industry experience spanning over 30 years at multiple global hardware, software and services companies, we believe that Mr. Lamneck contributes his leadership skills, industry knowledge, technology background, and business experience to the Board. In addition, we believe that his membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  8. Directors and Nominees

    | Nayaki Nayyar Director Age: 55 Director since: 2021 Board Committees: Compensation, Technology (Chair) | Background and Experience •Member of our Board since September 2021. •Currently serves as board member and Chief Executive Officer of Siteimprove, a privately held artificial intelligence-powered SaaS-platform for delivering digital content experiences. •Previously served as a board member and Chief Executive Officer of Securonix, Inc., a privately held cybersecurity company (December 2022 - July 2024). •President and Chief Product Officer of Ivanti, Inc., a leading supplier of enterprise IT security solutions (May 2020 - October 2022). •President of Digital Service and Operations Management at BMC Software, Inc., a leading enterprise software solutions provider (October 2016 - July 2020). •General Manager and Global Head of the Internet of Things (IoT) division of SAP SE (NYSE: SAP), a leading provider of enterprise application software (January 2016 - October 2016). •Joined SAP SE in 2011, holding the positions of Senior Vice President, Corporate Strategy (March 2011 - December 2011), and Senior Vice President, SAP Cloud for Customer Engagement (January 2012 - December 2015). •Vice President and Chief Technical Officer, Enterprise Architecture and Application Services, at Valero Energy Corporation (NYSE: VLO), an international petroleum company (August 2000 - February 2011). •Bachelor of Engineering in Mechanical Engineering, Osmania University. •Master of Science in Computer Science, University of Houston. Other Current Public Company Directorships •Corteva, Inc. (NYSE: CTVA), an agriculture company (since February 2020) ◦Committees: Audit Committee, Governance and Compliance Committee Former Public Company Directorships •Veritone, Inc. (Nasdaq: VERI), an artificial intelligence platform/services provider (October 2018 - December 2022) Reasons for Nomination to Our Board As the Chief Executive Officer of Siteimprove and an executive with many years of experience in the technology industry, we believe that Ms. Nayyar contributes her leadership skills and business experience to the Board. In addition, we believe that Ms. Nayyar’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  9. Directors and Nominees

    | Dennis Polk Director Chair, Hyve Solutions Age: 59 Director since: 2012 Board Committees: None | Background and Experience •Has served as a member of our Board since February 2012 and serves as our Chair, Hyve Solutions. •Served as Executive Chair of our Board from September 2021 through August 2023 and as our President and Chief Executive Officer from March 2018 until September 2021. •Joined TD SYNNEX in 2002 as Senior Vice President of Corporate Finance and in the same year became Chief Financial Officer. In 2006, he was promoted to Chief Operating Officer and served in that capacity until he became our President and Chief Executive Officer. Other Current Public Company Directorships •Concentrix Corporation (Nasdaq: CNXC), a business services company (joined the board of directors of Concentrix in December 2020 as part of the spin-off of the Concentrix business from TD SYNNEX which was completed on December 1, 2020) Former Public Company Directorships •Terreno Realty Corporation (NYSE: TRNO), a real estate company (February 2010 - May 2025) Reasons for Nomination to Our Board As our President and Chief Executive Officer from March 2018 until September 2021, an executive of our Company since 2002, and a prior distribution and contract manufacturer executive, we believe that Mr. Polk contributes his leadership skills, distribution and operations knowledge, finance background, and business experience to the Board. In addition, we believe that Mr. Polk’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  10. Directors and Nominees

    | Claude Pumilia Director Age: 58 Director since: 2023 Board Committees: Audit, Technology | Background and Experience •Member of our Board since September 2023. •Brings extensive experience leading software and data services companies. •Currently Chief Executive Officer of Accuris US LLC (“Accuris”), an engineering-focused technology company that delivers AI-powered data and workflow solutions to end users at engineering intensive companies, having joined in August 2023. •Chief Executive Officer of DAT Freight and Analytics, a SaaS company for market freight (December 2016 - February 2023) . •Held executive roles across the technology industry, including leadership positions at Roper Technologies, Inc. (Nasdaq: ROP), a diversified industrial company that produces engineered products for global niche markets, CA Technologies, Inc., a software development company, Hewlett Packard Enterprise Company (NYSE: HPE) and Compaq Computer Corporation, an information technology company. •Serves on the board of directors for Allium Holdco, LLC, which is the holding company for Accuris. Other Current Public Company Directorships •None Former Public Company Directorships •None Reasons for Nomination to Our Board As the Chief Executive Officer of Accuris and a former executive officer of multiple companies in IT, we believe that Mr. Pumilia contributes his leadership skills, business experience, and financial expertise to the Board. In addition, we believe that Mr. Pumilia’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  11. Directors and Nominees

    | Merline Saintil Director Age: 49 Director since: 2021 Board Committees: Compensation (Chair), Nominating and Corporate Governance | Background and Experience •Member of our Board since September 2021. •Served as a technology and business executive at Fortune 500 and privately-held companies, including Intuit Inc. (Nasdaq: INTU), a financial software company, Yahoo! Inc., a web services provider, PayPal Holdings, Inc. (Nasdaq: PYPL), a financial technology company, Adobe Inc. (Nasdaq: ADBE), a computer software company, Joyent Inc., a cloud computing software company, and Sun Microsystems, Inc., a technology company. •Chief Operating Officer, R&D-IT of Change Healthcare Inc. (Nasdaq: CHNG), a healthcare technology company (April 2019 - February 2020). •Head of Operations, Product & Technology with Intuit Inc. (November 2014 - August 2018). •Certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute. •Bachelor of Science degree in Computer Science, Florida A&M University. •Master of Science degree in Software Engineering Management, Carnegie Mellon University. •Completed Stanford Directors’ College and Harvard Business School’s executive education program. Other Current Public Company Directorships •GitLab, Inc. (Nasdaq: GTLB), a DevOps company (since November 2020) ◦Committees: Compensation and Leadership Development Committee •Rocket Lab USA, Inc. (Nasdaq: RKLB), a space exploration company (since June 2021), Lead Independent Director ◦Committees: Nominating and Corporate Governance Committee (Chair), Compensation Committee •Symbotic, Inc. (Nasdaq: SYM), a robotics and automation platform company (since June 2022) ◦Committees: Nominating and Corporate Governance Committee (Chair), Compensation Committee Former Public Company Directorships •Banner Corporation (Nasdaq: BANR), a bank holding company (March 2017 - May 2022) •Alkami Technology, Inc. (Nasdaq: ALKT), a digital banking software solutions company (October 2020 - December 2022) •Lightspeed Commerce Inc. (NYSE: LSPD), an e-commerce software provider (August 2020 - December 2022) •Evolv Technologies Holdings, Inc. (Nasdaq: EVLV), an AI security solutions company (July 2021 - January 2025) Reasons for Nomination to Our Board Due to her significant experience in product, technology, and business operations, we believe that Ms. Saintil contributes her leadership skills and business experience to the Board. In addition, we believe that Ms. Saintil’s membership on the Board helps to achieve the objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, skills and other individual qualities that contribute to Board perspective and effectiveness. |

  12. Additional Information Regarding the Directors and Director Nominees

    Additional Information Regarding the Directors and Director Nominees There are no family relationships among any of our directors or executive officers.

  13. 2025 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) (2) ($) | All Other Compensation(3) ($) | Total ($) | | Ann Vezina | 257,500 | 209,951 | 1,291 | 468,742 | | Kathleen Crusco | 142,500 | 209,951 | 1,291 | 353,742 | | Ting Herh | 107,500 | 209,951 | 1,291 | 318,742 | | Rich Hume | 107,500 | 209,951 | 29,548(4) | 346,999 | | Kenneth Lamneck(5) | 97,500 | 209,951 | 1,119 | 308,570 | | Hau Lee(6) | 30,000 | — | 3,684(7) | 33,684 | | Nayaki Nayyar | 127,500 | 209,951 | 1,291 | 338,742 | | Claude Pumilia | 107,500 | 209,951 | 1,291 | 318,742 | | Merline Saintil | 126,250 | 209,951 | 1,291 | 337,492 |

  14. Narrative to Directors’ Compensation Table

    | Annual Director Compensation | Additional Compensation | | | Annual Cash Retainer(1)(2) $110,000 | | | | | Board Chair ■Annual Cash Retainer(2)(4) Committee Chair Annual Cash Retainers(2) ■Audit Committee Chair ■Compensation Committee Chair ■Nominating and Corporate Governance Committee Chair ■Technology Committee Chair(5) | $150,000 $35,000 $25,000 $20,000 $20,000 | | Annual Equity Retainer(1)(3) $210,000 | | |

  15. Compensation Discussion and Analysis

    Compensation Discussion and Analysis The Compensation Committee has responsibility for TD SYNNEX’s executive compensation policies as provided in a written charter adopted by the Board. The Compensation Discussion and Analysis (the “CD&A”) describes TD SYNNEX’s executive compensation program. It explains how the Compensation Committee made compensation decisions for our fiscal year 2025 named executive officers (“NEOs”). Our current executive officers who are named executive officers for fiscal year 2025 are as follows:

  16. Compensation Discussion and Analysis

    | | | | | | | Patrick Zammit President and Chief Executive Officer Age: 59 | David Jordan(1) Chief Financial Officer Age: 38 | Dennis Polk Chair, Hyve Solutions Age: 59 | Miriam Murphy President, Europe Age: 56 | David Vetter Chief Legal Officer Age: 66 |

  17. Compensation Discussion and Analysis

    (1)Mr. Jordan was promoted from Senior Vice President, Chief Financial Officer, Americas to Chief Financial Officer of TD SYNNEX on October 2, 2025. He succeeded Marshall Witt, who ceased serving as Chief Financial Officer of TD SYNNEX on October 2, 2025 and left the Company on October 17, 2025. Our former Chief Financial Officer, Marshall Witt, also is a named executive officer for fiscal year 2025.

  18. Objectives and Philosophy of Our Compensation Program

    Objectives and Philosophy of Our Compensation Program Our compensation philosophy is to pay for performance as well as to offer competitive compensation to attract and retain talented executive officers. A significant portion of an executive officer’s total compensation depends on the executive officer’s performance relative to operational and financial objectives. We stress a compensation philosophy that is performance-driven, with competitive base salaries, and performance-based cash bonuses through our MIP and equity awards through our long-term incentive equity program. Realized value of equity compensation depends on stock price performance. We believe that the compensation of our executive officers should reflect their success as a management team, as well as on an individual basis, in attaining key operating objectives, such as growth of sales, growth of operating earnings and earnings per share, return on invested capital, growth or maintenance of market share and long-term competitive advantage. We believe that the performance of our executive officers in managing TD SYNNEX, considered in light of general economic conditions, our industry, and competitive conditions, should be the primary driver in determining their compensation. Our executive compensation program is designed to strengthen the link between pay and performance by having a significant amount of the executives’ compensation tied to the achievement of pre-established performance metrics directly related to our business goals and strategies. As an executive’s ability to impact operational performance increases, so does the proportion of at-risk, variable compensation the officer receives. Target long-term incentive equity opportunity grows proportionately as job responsibilities increase, which encourages our executive officers to focus on TD SYNNEX’s long-term success and aligns with the long-term interests of our stockholders. Competitive compensation also is important if we are to attract and retain the talent necessary to lead TD SYNNEX in the competitive and changing business environment in which we operate. In this regard, we are mindful of the median level of executive officer compensation of our competitors. We also strive for internal equity among co-workers according to job responsibilities, experience, capability, and individual performance within an environment of goals, rewards and expectations. As we believe the performance of every co-worker is important to our success, we are mindful of the effect that our executive compensation program has on incentivizing our co-workers. The differences in compensation among the various executive officers are due primarily to individual differences in job responsibility, contribution, performance, scope and complexity of the businesses they oversee, and demands of managing and influencing global operations. An executive with responsibility over a broader, more difficult or more profitable business unit or corporate division will have potential for greater compensation than an executive with responsibility over a narrower, less complex or less profitable business unit or corporate division. Our emphasis on performance and the extent of individual opportunity to influence the Company’s performance over the long term plays a large role in how we determine total compensation for both executive officers and non-executive co-workers. While we do not have an exact formula for allocating between cash and non-cash compensation, we strive to balance long-term equity versus short-term cash compensation and variable compensation versus fixed compensation. As noted above, executive officers who have greater ability to influence the overall performance of TD SYNNEX receive more long-term equity as a percentage of total compensation than non-executive co-workers who have less ability to influence the overall performance of TD SYNNEX. Similarly, performance-related cash compensation for such executive officers as a percentage of total compensation is greater than performance-related cash compensation of non-executive co-workers. Our total target compensation mix for executive officers in their roles as of November 30, 2025 is as follows: (1)The Other NEOs metrics as of November 30, 2025 excludes Mr. Witt due to his separation from the Company before the end of the fiscal year. Ultimately, our incentive compensation is designed to reward executive officers for achieving goals that are intended to be challenging yet with a reasonable opportunity to reach the threshold amount, requiring meaningful growth to reach the target level and substantial growth to reach the maximum level. The amount of growth required to reach the maximum level of compensation is developed within the context of the normal business planning cycle and, while difficult to achieve, is not viewed to be at such an aggressive level that it would induce our executive officers to take inappropriate risks that could threaten our financial and operating stability. In addition, we endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. The following summarizes our executive compensation and related governance policies and practices during fiscal year 2025:

  19. Objectives and Philosophy of Our Compensation Program

    | What We Do | What We Do Not Do | | •Provide an annual bonus that is a significant portion of total direct compensation and that is performance-based and not guaranteed •Mitigate undue risk in compensation programs •Maintain equity ownership guidelines for executives •Provide reasonable post-employment and change-in-control protection to executives •Use an independent compensation consultant who does not provide other services to the Company •Maintain a recoupment policy which requires us to seek the repayment of performance-based compensation in the event of a restatement of the Company’s financial results | •No repricing of underwater stock options •No tax gross-ups related to change in control •No significant perquisites •No hedging and pledging of Company securities by directors and executive officers |

  20. Objectives and Philosophy of Our Compensation Program

    Say on Pay Vote In June 2023, the Board determined that, consistent with the stockholders’ advisory vote in March 2023, it will include in our proxy materials a stockholder vote on executive compensation every year until the next required stockholder vote on the frequency of stockholder votes concerning executive compensation. At last year’s Annual Meeting, we received approximately 86% support for our Say on Pay vote. As the Compensation Committee evaluated our compensation principles and policies during fiscal year 2025, it was mindful of this favorable outcome and our stockholders’ strong support of our compensation objectives and compensation programs. Compensation Decision-Making Compensation Consultant. To assist the Compensation Committee in its duties, the Compensation Committee retained the services of Compensia, Inc. (“Compensia”) as its compensation consultant during fiscal year 2025. Compensia reported directly to the Compensation Committee, and the Compensation Committee directly approved Compensia’s fees. Management had no role in the selection of the compensation consultant. The Compensation Committee retained the services of Compensia to outline executive compensation trends and developments, review and analyze TD SYNNEX’s executive compensation philosophy and programs, and provide summary of findings and considerations for use in fiscal year 2025. The Compensation Committee also retained Compensia to review non-executive director compensation. The Compensation Committee believes that Compensia’s advice was independent and did not raise any conflicts of interest. In reaching this conclusion, the Compensation Committee considered all factors relevant to Compensia’s independence from management, including factors suggested by the New York Stock Exchange in its rules related to compensation advisor independence. Compensia provided the Compensation Committee with a review of the overall compensation climate in the United States, best practices, and trends specific to our industry. Compensia provided analyses of base salaries, bonuses, long-term incentives and benefit practices of comparable peer companies. Compensia’s work did not raise any conflict of interest. Peer Group. The Compensation Committee, with the assistance of Compensia, approved a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to support pay decisions for fiscal year 2025. The key objectives playing a role in peer company selection include: identifying companies characterized by comparable industry, business model and/or executive labor market; identifying companies that are of a similar size and scope, typically based on a best-practice set of financial criteria including market capitalization and revenue; and positioning TD SYNNEX in or near the middle of the peer group in key financial metrics where possible. The following comparable technology distribution, electronic manufacturing services, IT consulting, and other peer companies were used in our competitive benchmarking for fiscal year 2025 executive compensation:

  21. Objectives and Philosophy of Our Compensation Program

    | Name | Target MIP Fiscal Year 2024 ($) | Target MIP Fiscal Year 2025 ($) | Change (%) | | Patrick Zammit(1) | 1,204,259 | 2,000,000 | 66 | | David Jordan(2)(3) | n/a | 337,099 | n/a | | Marshall Witt(4) | 797,994 | 888,750 | 11 | | Dennis Polk | 800,000 | 800,000 | — | | Miriam Murphy(3)(5) | n/a | 701,743 | n/a | | David Vetter(6) | 527,788 | 579,530 | 10 |

  22. Objectives and Philosophy of Our Compensation Program

    (1)The increase in Mr. Zammit’s target MIP bonus is due to his having held the role of Chief Executive Officer for all of fiscal year 2025. The fiscal year 2024 target amount reflects different targets for the different roles, including Chief Operating Officer and President and Chief Executive Officer, that he held during fiscal year 2024. (2)Mr. Jordan’s fiscal year 2025 target MIP bonus reflects different targets for the different roles he held in fiscal year 2025, including his promotion from Senior Vice President, CFO Americas to Chief Financial Officer effective October 2, 2025. (3)Mr. Jordan and Ms. Murphy were not named executive officers during fiscal year 2024. (4)Mr. Witt’s fiscal year 2025 MIP target bonus amount is based on his annualized base salary for the year. (5)Ms. Murphy’s fiscal year 2025 target MIP bonus has been calculated based on a weighted average British Pound-to-Dollar exchange rate. (6)Mr. Vetter’s fiscal year 2025 target MIP bonus was increased to bring his MIP target bonus closer to the market median as compared with persons in similar positions at other companies in our peer group. In consideration of the annual base salary and MIP target bonus details outlined above, the table below provides a summary of the total target cash compensation for our NEOs:

  23. Objectives and Philosophy of Our Compensation Program

    | MIP Performance Metric | Rationale | | Non-GAAP Net Income | While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP net income is the financial performance measure that, in our assessment, represents the most important measure used as it is all-inclusive, driven by specific Company initiatives designed to improve financial performance results and is easily understood by stakeholders. | | Non-GAAP Operating Income | We incorporate non-GAAP operating income as the primary financial performance measure for management in regional leadership roles that do not have responsibility in influencing Corporate activities that would impact net income, such as our global debt and tax structure. | | Return on Working Capital | We incorporate a cash management performance measure for management in regional leadership roles that do not have responsibility in influencing Corporate activities that would impact invested capital, such as our global equity and debt structure, with a focus on optimizing cash flow generation throughout the Company. | | Adjusted Return on Invested Capital | Adjusted Return on Invested Capital (“Adjusted ROIC”) is selected as a primary measure of financial performance because it aligns with stockholders' interest in the Company allocating and deploying capital effectively with a focus on exceeding the Company's cost of capital, thereby creating stockholder value. | | Non-GAAP Contribution Margin | We incorporate non-GAAP contribution margin as a performance measure for management in regional leadership roles as it represents regional non-GAAP operating income, adjusted for the exclusion of certain allocated costs. |

  24. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Jordan’s performance measures and weightings prior to his promotion to Chief Financial Officer on October 2, 2025, not included in the table above, were based on performance measures as follows: 35% on each of worldwide non-GAAP net income and regional non-GAAP contribution margin, and 30% regional free cash flow, respectively. His MIP bonus payout for fiscal year 2025 has been pro-rated based on time served in his respective roles. The financial metrics applied to each executive are based on their role and scope of responsibilities, and the final payout an executive officer earns is based on the performance of each metric. There is a payout “acceleration curve” that applies to each metric. The threshold metric attainment is 70% for each performance metric, which, if achieved, results in a 30% payout for that metric. Meeting the target threshold attainment for the performance goal results in a 100% payout for that metric. An executive officer could earn up to 200% of the payout, depending on the degree of over-achievement. Acceleration is based on a sliding scale and applies from 101% attainment, where the payout is 110%. The 200% maximum payout is achieved at 110% attainment. Under no circumstances may the aggregate payout under the MIP exceed $3.5 million for any fiscal year. Under the terms of the MIP, an NEO is required to remain employed until the end of the fiscal year (performance period) in order to receive a payout under the program, unless determined otherwise by the Compensation Committee. The MIP for each NEO is based upon a certain percentage of their annual base salary for the applicable fiscal year. In the event that the minimum threshold performance target is met, then our executive officers receive a bonus based on the following approximate percentage of base salary for fiscal year 2025, as applicable:

  25. Objectives and Philosophy of Our Compensation Program

    (1)The percentages seen in the table above are based on the minimum, target, and maximum MIP payments set at the beginning of the year as a percentage of base salary paid during fiscal year 2025, which is inclusive of salary increases and target bonus adjustments during the fiscal year calculated on a pro-rata basis. For Mr. Witt, his annualized salary for fiscal year 2025 was utilized due to his separation from the Company before the end of the fiscal year. (2)MIP maximum payout is capped at $3.5 million. Our fiscal year 2025 MIP targets related to financial metrics that we publicly report, the attainment of these target metrics, the over/under attainment percentage and the payout percentage for our NEOs were:

  26. Objectives and Philosophy of Our Compensation Program

    | Name | Total MIP Bonus Payment ($) | Percentage Attributable to Worldwide Non-GAAP Net Income (%) | Percentage Attributable to Worldwide Non-GAAP Operating Income (%) | Percentage Attributable to Business Unit Non-GAAP Net Income (%) | Percentage Attributable to Regional Return on Working Capital (%) | Percentage Attributable to Worldwide or Business Unit Adjusted ROIC (%) | Percentage Attributable to Regional Non-GAAP Contribution Margin (%) | Percentage Attributable to Regional Free Cash Flow (%) | | Patrick Zammit | 3,020,000 | 74 | — | — | — | 26 | — | — | | David Jordan(1) | 477,212 | 51 | — | — | — | 8 | 26 | 15 | | Marshall Witt(2) | — | — | — | — | — | — | — | — | | Dennis Polk | 1,504,000 | 26 | — | 42 | — | 32 | — | — | | Miriam Murphy(3) | 1,186,012 | — | 34 | — | 35 | — | 31 | — | | David Vetter | 875,091 | 74 | — | — | — | 26 | — | — |

  27. Objectives and Philosophy of Our Compensation Program

    (1)Mr. Jordan was promoted from Senior Vice President, CFO Americas to Chief Financial Officer effective October 2, 2025. His total MIP bonus opportunity for fiscal year 2025 was an aggregate of the MIP bonus opportunity he had for each role during the time of that role; therefore his total MIP bonus opportunity for fiscal year 2025 does not reflect, and is less than, what his total MIP bonus opportunity would have been if he had been Chief Financial Officer during the entire fiscal year. (2)Mr. Witt’s MIP bonus for fiscal year 2025 was forfeited due to his separation from the Company prior to the end of the fiscal year. (3)Ms. Murphy’s fiscal year 2025 MIP bonus payment has been calculated based on a weighted average British Pound-to-Dollar exchange rate. Equity Grants. Equity incentives include time-based vesting equity grants and performance-based vesting equity grants. The Compensation Committee believes that the equity incentive program ties executive compensation to long-term business performance and aligns total compensation closer to the market median in value and in form. The Compensation Committee grants equity incentives to our NEOs under our stockholder-approved 2020 Stock Incentive Plan, and considers at least annually whether to approve specific long-term equity awards based on the recommendations of our President and Chief Executive Officer (except with respect to his own awards). The 2020 Stock Incentive Plan does not state a formulaic method for weighing these factors, nor does the Compensation Committee employ one. In addition, the Compensation Committee considers the potential dilution and accounting costs of long-term equity awards as compared to those granted at other publicly traded companies that compete with us for business and executive talent. Equity grants are based on a number of considerations. The Compensation Committee considered the following principal elements: •corporate performance; •dilution to stockholders; •related expense to our company; •job responsibilities and past performance of the executive officer; •likely future contributions by the executive officer; •our company’s retention and succession needs; •potential reward to the executive officer if the stock price appreciates in the public market; •management tier classification; •long-term incentive award levels for comparable executives and key co-workers at companies that compete with us for business and executives; •market data; and •total value of existing awards previously granted, including both vested and unvested equity holdings. Determination of equity grant amounts is based on objective data synthesized to competitive ranges and to internal policies and practices, including an overall review of both co-worker and corporate performance and the value of equity grants for similar roles at comparable companies. We evaluate our corporate performance objective primarily by our financial performance, including non-GAAP diluted earnings per share (“non-GAAP diluted EPS”) and adjusted ROIC. Equity grants may also be made to new executive officers upon commencement of employment and, on occasion, to executive officers in connection with a significant change in job responsibility or extraordinary contribution to the business. In addition, to avoid any impropriety or even the appearance of such, the Compensation Committee in most cases times the equity grants to be valued only during open trading windows. Equity grants to executive officers are generally awarded on the 15th day of October, but, if that day is not a trading day, then the equity grant will be awarded on the first trading day after the 15th of October. However, if the 15th day of October (or the first trading day afterward, if the 15th day is not a trading day) falls within a trading blackout period, then the grant date will be at the end of the third trading day after the trading blackout period ends. The exception to this standard procedure is the granting of PRSUs, as discussed below, which are valued as of the first business day of the fiscal year. PRSUs to executive officers are generally awarded in the January-February period. Time-Based, Long-Term Equity Incentives. The value of the annual time-based vesting equity incentive award is set as a percentage of target total cash compensation. The awards generally vest over three years, with one-third vesting on each of the first three grant date anniversaries. The time-based vesting element of the awards enables executives to focus on long-term goals. The Committee intends for the time-based RSAs and RSUs to be a retention tool. For fiscal year 2025, the NEOs were granted time-based vesting RSAs or RSUs as follows:

  28. Objectives and Philosophy of Our Compensation Program

    | Name | RSA or RSU(1) shares granted (#) | Value of RSAs and RSUs(1) ($) | | Patrick Zammit | 22,957 | 3,599,887 | | David Jordan | 5,739 | 899,933 | | Marshall Witt(2) | — | — | | Dennis Polk | 5,739 | 899,933 | | Miriam Murphy | 4,782 | 749,865 | | David Vetter | 5,739 | 899,933 |

  29. Objectives and Philosophy of Our Compensation Program

    | Name | PRSUs vesting at 75% of target performance (represents 50% of target award) (#) | PRSUs at 75% target performance (represents 50% of target award) ($) | PRSUs vesting at 100% target performance (#) | PRSUs at 100% target performance ($) | PRSUs vesting at 200% target performance (#) | PRSUs at maximum award of 200% of target award ($) | | Patrick Zammit | 8,404 | 999,992 | 16,808 | 1,999,984 | 33,616 | 3,999,968 | | David Jordan(1) | — | — | — | — | — | — | | Marshall Witt(2) | 3,361 | 399,925 | 6,723 | 799,970 | 13,446 | 1,599,940 | | Dennis Polk | 2,521 | 299,974 | 5,042 | 599,948 | 10,084 | 1,199,895 | | Miriam Murphy | 2,033 | 241,907 | 4,066 | 483,813 | 8,132 | 967,627 | | David Vetter | 2,521 | 299,974 | 5,042 | 599,948 | 10,084 | 1,199,895 |

  30. Objectives and Philosophy of Our Compensation Program

    (1)Based on closing stock price on December 1, 2022 of $102.80. (2)Mr. Witt’s unvested PRSUs were cancelled following his separation from the Company prior to the end of the fiscal year. With respect to both our time-based and performance-based equity programs, the Compensation Committee considers at least annually whether to approve specific long-term equity awards based on the recommendations of our President and Chief Executive Officer (except with respect to his own awards). When determining awards, the Compensation Committee considers factors such as the individual’s position with us, their prior and expected future performance and responsibilities, our retention and succession needs, and the long-term incentive award levels for comparable executives and key co-workers at companies that compete with us for executive and managerial talent. The Compensation Committee also considers the total value of equity awards previously granted and the existing equity ownership of each executive officer when determining PRSU award levels, with particular attention paid to the value of unvested awards. In addition, the Compensation Committee considers the potential dilution and accounting costs of long-term equity awards as compared to those granted at other publicly traded companies that compete with us for business and executive talent. The 2020 Stock Incentive Plan does not state a formulaic method for weighing these factors, nor does the Compensation Committee employ one. Stock Ownership Guidelines. To further ensure that the long-term interests of executive officers are closely aligned with those of stockholders, we request that all executive officers, except our President and Chief Executive Officer, hold an equity position in TD SYNNEX of the lesser of the following: (1) at least two times annual base salary or (2) $1,000,000. This equity position can be satisfied by holding shares of common stock or unvested RSUs and RSAs subject to only time-based vesting. With respect to our President and Chief Executive Officer, we request that he hold an equity position in TD SYNNEX of the lesser of the following: (1) at least two times the sum of annual base salary plus target bonus as in effect from time to time or (2) $2,000,000. Stock ownership for our President and Chief Executive Officer includes common stock owned personally or in trust for his benefit but does not include unvested RSAs or RSUs, or stock options. PRSUs are not included in the calculation for any executive officer. Deferred Compensation Plan. Our deferred compensation plan permits designated co-workers to accumulate income for retirement and other personal financial goals by deferring present income through a nonqualified plan. Our deferred compensation plan became effective on January 1, 1994 and was amended on January 7, 2008 to conform with changes required by Section 409A of the Code. Currently, none of our executive officers participate in this plan. Benefits, Perquisites and Other. Other benefits available to our executive officers include medical, dental and life insurance, as well as, for U.S.-based executive officers, 401(k) plan and Employee Stock Purchase Plan (“ESPP”). These benefits are generally available to all our co-workers. Executive Compensation by TD SYNNEX for the Named Executive Officers President and Chief Executive Officer. Patrick Zammit is our President and Chief Executive Officer and has served in this capacity since September 1, 2024. He previously served as our Chief Operating Officer from January 2024 to August 2024 and as our President, Europe and APJ from September 2021 to December 2023. Mr. Zammit’s base salary was $1,000,000 as of November 30, 2025 and he received a bonus of $3,020,000 under the MIP for the twelve months ended November 30, 2025. Mr. Zammit also received a grant of 22,957 RSAs, and a grant of 16,808 PRSUs. Some of the primary factors affecting Mr. Zammit’s compensation include, among other things, our fiscal year 2025 financial performance that exceeded our pre-established financial goals, comparative compensation of competitor companies, the increased responsibility he has assumed by service as President and Chief Executive Officer for the full year for the strategy of our Company, and his overall leadership of our Company. Chief Financial Officer. David Jordan is our Chief Financial Officer and has served in this capacity since October 2, 2025. Prior to his appointment as Chief Financial Officer, he previously served as our Senior Vice President, Chief Financial Officer, Americas since September 2021. In connection with Mr. Jordan’s transition to his role as Chief Financial Officer, he was provided with a base salary of $650,000 as of November 30, 2025. Mr. Jordan received a bonus of $477,212 under the MIP for the twelve months ended November 30, 2025. Mr. Jordan also received a grant of 5,739 RSAs. Some of the primary factors affecting Mr. Jordan’s compensation include, among other things, our fiscal year 2025 financial performance that exceeded our pre-established financial goals, comparative compensation of competitor companies, his leadership in achieving our strategic objectives, and his overall leadership of the worldwide finance organization. Former Chief Financial Officer. Marshall Witt served as our Chief Financial Officer from April 2013 to October 2025. Mr. Witt’s annual base salary was $711,000 at the end of his tenure as Chief Financial Officer. Mr. Witt received a grant of 6,723 PRSUs that were subsequently cancelled upon his voluntary separation from the Company before the end of the fiscal year. Further, due to his voluntary separation from the Company, Mr. Witt received no bonus under the MIP and did not receive a grant of RSAs in fiscal year 2025. Chair, Hyve Solutions. Dennis Polk is a member of our Company’s Executive Leadership Team and serves as our Chair, Hyve Solutions. Mr. Polk served as the Company’s Executive Chair of the Board from September 2021 to August 2023. He is also a Director and has served in this capacity since February 2012. Mr. Polk previously served as President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Senior Vice President of Corporate Finance since joining us in February 2002. Mr. Polk’s annual base salary was $800,000 as of November 30, 2025. For fiscal year 2025, Mr. Polk also received a bonus of $1,504,000 under the MIP, a grant of 5,739 RSAs, and a grant of 5,042 PRSUs. Some of the primary factors affecting Mr. Polk’s compensation include, among other things, our fiscal year 2025 financial performance that exceeded our pre-established financial goals, comparative compensation of competitor companies, his participation on our leadership team, and his responsibilities related to our Hyve Solutions business. President, EMEA. Miriam Murphy has served as our President, EMEA since April 2024. Ms. Murphy is responsible for our European distribution business. Ms. Murphy’s base salary was $711,540 as of November 30, 2025 based on a weighted average British Pound-to-Dollar exchange rate. For fiscal year 2025, Ms. Murphy also received a bonus of $1,186,012 under the MIP, a grant of 4,782 RSAs, and a grant of 4,066 PRSUs. Some of the primary factors affecting Ms. Murphy’s compensation include, among other things, our fiscal year 2025 financial performance that exceeded our pre-established financial goals, and her contribution to the overall leadership of our Company. Ms. Murphy’s fiscal year 2025 MIP Bonus has been calculated based on a weighted average British Pound-to-Dollar exchange rate.

  31. Objectives and Philosophy of Our Compensation Program

    Chief Legal Officer. David Vetter has served as our Chief Legal Officer and Corporate Secretary since September 2021. Mr. Vetter is responsible for all legal representation of the Company’s worldwide operations. Mr. Vetter’s base salary was $649,000 as of November 30, 2025. For fiscal year 2025, Mr. Vetter also received a bonus of $875,091 under the MIP, a grant of 5,739 RSAs, and a grant of 5,042 PRSUs. Some of the primary factors affecting Mr. Vetter’s compensation include, among other things, our fiscal year 2025 financial performance that exceeded our pre-established financial goals, his contribution to the overall leadership of our Company, his leadership of the legal and compliance functions of our Company, his leadership in transformation initiatives within the Chief Legal Officer function and best practices in compliance education and ethical standards, and his efficient discharge of corporate governance responsibilities. Risk Assessment of Our Compensation Program We have assessed our compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company. The risk assessment process included a review of program policies and practices; program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control and the support of the program and their risks to our company strategy. Although we reviewed all compensation programs, we focused primarily on the programs with variability of payout, with the ability of an executive officer to directly affect payout and the controls on executive officer action and payout. By way of examples, we reviewed our compensation programs for certain design features that have been identified by experts as having the potential to encourage excessive risk-taking, including: •too much focus on equity; •compensation mix overly weighted toward annual incentives; •highly leveraged payout curve and uncapped payouts; •unreasonable goals or thresholds; and •steep payout cliffs at certain performance level that may encourage short-term business decisions to meet payout thresholds. We are satisfied that these potential pitfalls have been avoided or mitigated, as listed below. We continue to monitor our compensation programs and reserve the right to adjust them as we judge necessary to avoid creating undue risk. In addition, we have internal controls over financial reporting and the measurement and calculation of compensation goals, and other financial, operational, and compliance policies and practices that are designed to keep our compensation programs from being susceptible to manipulation by any employee, including our executive officers. Other risk-mitigating factors considered by the Compensation Committee include the following: •the use of different types of compensation that provide a balance of short-term and long-term incentives with fixed and variable components; •our minimum equity holding guidelines; •our recoupment policy which, in the event of a restatement of our financial results, requires the Compensation Committee to seek to recover excess incentive-based compensation; •our Insider Trading Policy, which prohibits our directors, officers, and all other co-workers from entering into hedging or monetization transactions with respect to our securities; •caps on performance-based awards to limit windfalls; •our requirement that every executive officer obtain permission from our Legal Department before the sale of any shares of our common stock, even during an open trading window; •our prohibition of trading our securities on a short-term basis, on margin, or in a short sale transaction; •our policy against buying or selling puts or calls on our common stock; •our Code of Conduct; and •the Compensation Committee’s consideration of ethical behavior as integral in assessing the performance of all executive officers. Tax Deductibility Considerations Section 162(m) of the Code generally disallows a deduction for federal tax purposes to any publicly traded corporation for any remuneration in excess of $1,000,000 paid in any taxable year to its chief executive officer, chief financial officer and other covered employees who are among the most highly compensated executive officers. While we consider the deductibility of awards in determining executive compensation, we also reserve the Compensation Committee’s flexibility to provide one or more covered executive officers with the opportunity to earn compensation that is nondeductible under Section 162(m) when the Compensation Committee believes that such compensation is appropriate to attract and retain executive talent. Compensation Committee The Compensation Committee has overall responsibility for our executive compensation policies as provided in a written charter adopted by the Board. The Compensation Committee is empowered to review and approve the annual compensation and compensation procedures for our executive officers. While the Compensation Committee consults with its compensation consultant and the President and Chief Executive Officer on certain compensation decisions, the Compensation Committee does not delegate any of its responsibilities to others in setting compensation. Compensation Committee Report The following report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by TD SYNNEX under the Securities Act of 1933 or the Securities Exchange Act of 1934. The Compensation Committee has reviewed and discussed the CD&A with TD SYNNEX’s management. Based on this review and these discussions, the Compensation Committee recommended to the Board that the CD&A be included in TD SYNNEX’s proxy statement on Schedule 14A and incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Respectfully submitted by the members of the Compensation Committee of the Board: Ms. Merline Saintil, Chair Mr. Ting Herh Ms. Nayaki Nayyar 2025 Summary Compensation Table The table includes our principal executive officer, our former and current principal financial officer, and the three highest compensated executive officers other than the principal executive officer and principal financial officer at the end of fiscal year 2025 and any individuals who were executive officers at any point during fiscal 2025 and would otherwise qualify as one of the three highest compensated executive officers.

  32. Objectives and Philosophy of Our Compensation Program

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards(1)(2) ($) | Non-equity Incentive Plan Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Patrick Zammit President and Chief Executive Officer | 2025 | 1,000,000 | 5,979,900 | 3,020,000 | 265,692(5) | 10,265,592 | | | 2024 | 732,949 | 4,497,059 | 1,163,315 | 264,535 | 6,657,858 | | | 2023 | 539,338 | 1,317,386 | 572,507 | 193,786 | 2,623,017 | | David Jordan Chief Financial Officer(6) | 2025 | 495,472(7) | 899,933 | 477,212(7) | 32,718(8) | 1,905,335 | | Marshall Witt Former Chief Financial Officer(9) | 2025 | 628,962(9) | 951,977(9) | —(9) | 40,245(10) | 1,621,184 | | | 2024 | 641,377 | 1,682,532 | 770,862 | 49,550 | 3,144,321 | | | 2023 | 565,773 | 1,170,977 | 730,380 | 46,092 | 2,513,222 | | Dennis Polk Chair, Hyve Solutions (11) | 2025 | 800,000 | 1,613,880 | 1,504,000 | 59,768(12) | 3,977,648 | | | 2024 | 803,077 | 2,402,597 | 1,600,000 | 44,366 | 4,850,040 | | | 2023 | 803,077 | 699,929 | 1,600,000 | 48,716 | 3,151,722 | | Miriam Murphy President, Europe (13) | 2025 | 701,743 | 1,325,611 | 1,186,012 | 95,904(14) | 3,309,270 | | David Vetter Chief Legal Officer(15) | 2025 | 649,000 | 1,613,880 | 875,091 | 32,301(16) | 3,170,272 | | | 2024 | 623,514 | 1,267,080 | 509,843 | 21,500 | 2,421,937 |

  33. Objectives and Philosophy of Our Compensation Program

    | Pay vs Performance |